Danny Cunningham
WEC ENERGY GROUPAbout Danny L. Cunningham
Independent director of WEC Energy Group since 2018; age 69. Former Deloitte & Touche LLP Partner (2002–2015) and Chief Risk Officer (2012–Jan 2016), bringing deep expertise in financial reporting, internal controls, and enterprise risk management; designated an audit committee financial expert. Serves as Chair of WEC’s Audit and Oversight Committee and member of the Executive Committee; also a director at Enerpac Tool Group Corp. since 2016 .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner | 2002–2015 | Served public audit clients across industries; extensive financial reporting, internal control, audit oversight expertise |
| Deloitte & Touche LLP | Chief Risk Officer | 2012–Jan 2016 | Enterprise risk management leadership; informs WEC’s audit and risk oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enerpac Tool Group Corp. | Director | Since 2016 | Current public company directorship |
Board Governance
- Current WEC committee assignments: Audit and Oversight (Chair); Executive Committee member .
- Audit & Oversight Committee met 5 times in 2024; committee comprised solely of independent directors; members financially literate; Cunningham designated an “audit committee financial expert” .
- Board met 7 times in 2024; average director attendance >98.7%; executive sessions held at all regularly scheduled board meetings and most committee meetings .
- Independence: Board affirmatively determined Cunningham is independent; 11 of 13 WEC director nominees are independent .
- Risk oversight scope (Audit): integrity of financial statements, internal/external audit, legal and regulatory compliance, data privacy/cybersecurity, environmental matters, government relations, litigation, whistleblower controls .
- Governance practices include: director/executive stock ownership requirements, clawback policy for officers, prohibition on hedging/pledging for directors and employees, ongoing board/committee evaluations, proxy access .
Fixed Compensation
| Element | 2024 Program Terms | Cunningham 2024 Actual |
|---|---|---|
| Annual cash retainer | $120,000; paid $30,000 quarterly | $140,000 (includes $20,000 Audit Chair fee) |
| Committee chair fee (Audit) | $20,000; paid $5,000 quarterly | Included in above |
| Meeting fees | None | — |
| Changes vs. 2023 | Program increased by $20,000 total ($10,000 cash, $10,000 equity) effective Jan 1, 2024 | Reflected in actual |
Performance Compensation
| Component | Grant value | Vesting | Metrics |
|---|---|---|---|
| Annual restricted stock | $160,000 | Vests one year from grant date | None (time-based vesting; directors do not receive performance units) |
| Stock options | Not part of director program | — | — |
Director Compensation (2014-style disclosure for 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Danny L. Cunningham | 140,000 | 160,000 | 300,000 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Enerpac Tool Group Corp. (Director since 2016) |
| Potential interlock/conflict note | WEC’s independent auditor is Deloitte & Touche LLP; Cunningham is a retired Deloitte partner/CRO. The Audit & Oversight Committee annually reviews auditor independence and affirmed Deloitte’s independence; Cunningham is deemed independent under NYSE and WEC guidelines . |
Expertise & Qualifications
- Audit oversight, financial reporting, accounting, internal controls; enterprise risk management; multi-industry client experience; global perspective .
- Audit committee financial expert designation under SEC rules .
- Independence confirmed; compliance with robust governance standards (anti-hedging/pledging; stock ownership guidelines for directors) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 6,708 | Includes restricted stock; none pledged |
| Restricted stock held | 1,693 (as of Jan 31, 2025) | Directors received time-vested annual grants; as of Dec 31, 2024 each non-management director held 1,954 restricted shares |
| Phantom stock units (cash-settled) | 18,925 | Not counted as shares; tracks WEC stock performance |
| Shares pledged as collateral | None | |
| Ownership guidelines | Directors must hold WEC stock or deferred units equal to 5× annual cash retainer within five years |
Governance Assessment
- Strengths
- Deep audit and risk credentials; chairing Audit & Oversight ensures robust financial and compliance oversight .
- High board/committee engagement and executive sessions; strong attendance culture .
- Strong investor-aligned practices: director/executive ownership requirements; clawback policy for officers; prohibition on hedging/pledging; proxy access; majority voting in uncontested elections .
- No related-party transactions since Jan 1, 2024; annual independence reviews .
- 2024 say-on-pay support of 94.3% and active shareholder engagement (50% of outstanding shares contacted) signal broad investor confidence .
- Watch items
- Optics of prior Deloitte senior role while Deloitte remains WEC’s auditor; mitigated by formal independence reviews, partner rotation, and board determination of independence .
- Long auditor tenure (22 years) can invite scrutiny; committee explicitly evaluates independence and audit quality annually .
Overall, Cunningham’s audit leadership, independence status, and ownership alignment support board effectiveness and investor confidence; the noted auditor optics warrant continued, transparent independence oversight and disclosure .